Common use of Delivery of Common Stock Clause in Contracts

Delivery of Common Stock. (a) In connection with the delivery of shares of Common Stock to a Beneficial Owner pursuant to Section 3.03(b) or Section 3.03(c), as the case may be, the Warrant Agent shall: (1) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (2) provided that the Company has delivered sufficient cash to the Warrant Agent pursuant to Section 3.08(b), on the Settlement Date deliver Cash to such Beneficial Owner in respect of any fractional shares of Common Stock or fractional Warrants, as provided in Section 3.05; (3) promptly cancel and destroy the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; and (4) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depository, the shares of Common Stock due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any shares of Common Stock are registered shall for all purposes be deemed to have become the holder of record of such shares of Common Stock as of the Close of Business on the applicable Exercise Date. (c) Each Person in whose name any shares of Common Stock are issued shall for all purposes be deemed to have become the holder of record of such shares as of the Exercise Date or, in the case of a Warrant subject to Full Physical Settlement only, the date of payment by the Beneficial Owner of the Exercise Price in accordance with Section 3.03(b), if later. The Company shall not close its books against the Transfer of a Warrant or any share of Common Stock issued or issuable upon the exercise of a Warrant in any manner which interferes with the timely exercise of a Warrant. (d) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent). The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect of a fractional share of Common Stock or fractional Warrant upon such exercise in accordance with Section 3.05 hereof. (e) All shares of Common Stock issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial Owner and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Delivery of Common Stock. (a) In connection with Upon the delivery vesting of shares of Common Stock to a Beneficial Owner your RSUs pursuant to Section 3.03(b) Sections 2 or Section 3.03(c)3 above, as the case may be, the Warrant Agent shall: (1) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (2) provided that the Company has delivered sufficient cash to the Warrant Agent pursuant to Section 3.08(b), on the Settlement Date deliver Cash to such Beneficial Owner in respect of any fractional shares of Common Stock or fractional Warrants, as provided in Section 3.05; (3) promptly cancel and destroy the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; and (4) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depository, for the shares of Common Stock represented by your vested RSUs shall be registered in your name and delivered to you as soon as practicable, but no later than thirty (30) days, after each of the vesting dates set forth in Sections 2 and 3. Common Stock delivered upon the vesting of your RSUs will be fully transferable (subject to any applicable securities law restrictions) and not subject to forfeiture, and will entitle the holder to all rights of a stockholder of the Company. At any time prior to the vesting of your RSUs, you may elect to exchange some or all of your then-outstanding unvested RSUs for an equal number of shares of Restricted Stock (as defined under Section 8 of the Plan) by providing at least thirty (30) days written notice to the Company and specifying therein the number of RSUs you elect to exchange and the day you would like the exchange to occur (the “Exchange Date”). The shares of Restricted Stock shall be issued to you upon your execution of a Restricted Stock Agreement having the same terms and conditions applicable to the Restricted Stock as are applicable herein to the RSUs for which they were substituted, including without limitation the provisions of Section 6 hereof and which Restricted Stock Agreement shall provide: (a) that the Company shall hold the stock certificates relating to any unvested shares of Restricted Stock on your behalf until such share become vested and the restrictions lapse; (b) you grant the Company an irrevocable proxy to vote any unvested shares of Restricted Stock; (c) the Company shall offset from the Royalty (as defined in the Employment Agreement) or any sums otherwise due in connection to you, the amount of any dividends you receive with such exercise respect to shares of Restricted Stock that are not vested on the record date for the benefit and in payment of such dividends, provided that the name of Company shall pay such dividends to you upon the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any shares of Common Stock are registered shall for all purposes be deemed to have become the holder of record vesting of such shares of Common Stock as Restricted Stock; and (d) the Company shall not make any payment to you on account of the Close of Business on the applicable Exercise Date. (c) Each Person in whose name any shares of Common Restricted Stock that are issued forfeited. With respect to any Restricted Stock you receive pursuant to this Section 4, you shall for all purposes be deemed have a right to have become the holder of record of such shares as make an election pursuant to Section 83(b) of the Exercise Code to be taxed on the Exchange Date or, as if you were then fully vested in the case shares of a Warrant subject to Full Physical Settlement only, the date of payment by the Beneficial Owner of the Exercise Price in accordance with Section 3.03(b), if laterRestricted Stock. The Company shall not close use commercially reasonable efforts to cause its books against Registration Statement on Form S-8 (or successor form) filed with the Transfer Securities and Exchange Commission covering shares subject to the Plan to remain effective and current until such times as all of your RSUs are either delivered hereunder or forfeited under Section 6 and, until three months after you cease being an “affiliate” of the Company, to maintain a Warrant resale prospectus thereunder (or any share otherwise register under the Securities Act of 1933, as amended) the Common Stock issued or issuable upon the exercise of a Warrant in any manner which interferes with the timely exercise of a Warrantunderlying your RSUs. (d) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent). The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect of a fractional share of Common Stock or fractional Warrant upon such exercise in accordance with Section 3.05 hereof. (e) All shares of Common Stock issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial Owner and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Delivery of Common Stock. Upon satisfaction of the requirements set forth in Section 4.1, the Warrant Agent shall requisition from the Company’s Common Stock transfer agent (athe “Transfer Agent”) In connection with for issuance and delivery to or upon the delivery written order of the holder of such Warrant or Warrants and in such name or names as such holder may designate, the share or shares of Common Stock to a Beneficial Owner pursuant issuable upon the exercise of the Warrant or Warrants. Subject to Section 3.03(b) or 4.5 and Section 3.03(c)6, upon receipt thereof, the Company shall, as the case may bepromptly as practicable, the Warrant Agent shall: (1) promptly deposit and in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (2) provided that the Company has delivered sufficient cash any event within three Business Days thereafter, cause to the Warrant Agent pursuant to Section 3.08(b), on the Settlement Date deliver Cash be issued to such Beneficial Owner in respect holder the aggregate number of any fractional whole shares of Common Stock or fractional Warrants, as provided in Section 3.05; (3) promptly cancel issuable upon such exercise and destroy the applicable Global Warrant Certificate if all Warrants represented thereby deliver to such holder written confirmation that such shares have been exercised in full duly issued and deliver a certificate recorded on the books of destruction to the Company, unless the Company shall otherwise direct in writing; and (4) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number as hereinafter provided. Shares of Warrants on Schedule A of such Global Warrant Certificate. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, Common Stock will be issuable in book-entry form only unless at the transfer agent or through time the Depository, the Company is issuing shares of Common Stock due in connection with certificated form, in which case such exercise for holder shall have the benefit and right to obtain shares in certificated form. The shares of Common Stock so issued shall be registered in the name of the Person Warrant holder or such other name as shall be designated in the Form of Election to Purchase delivered by the Beneficial Owner submitting the applicable Exercise NoticeWarrant holder. The Person on whose behalf Subject to Section 4.5, such shares shall be deemed to have been issued and in whose name any shares of Common Stock are registered person so designated to be named therein shall for all purposes be deemed to have become the holder of record of such share or shares of Common Stock as of the Close Trading Day on which all of Business on the applicable Exercise Date. (c) Each Person requirements set forth in whose name Section 4.1 are satisfied. Notwithstanding any other provision of this Agreement, the Company shall not be required to recognize the exercise of any Warrant acquired in violation of this Agreement or deliver shares of Common Stock are issued shall for all purposes be deemed to have become the holder of record of such shares as of the Exercise Date or, in the case of a Warrant subject to Full Physical Settlement only, the date of payment by the Beneficial Owner of the Exercise Price in accordance with Section 3.03(b), if later. The Company shall not close its books against the Transfer of a Warrant or any share of Common Stock issued or issuable upon the exercise of a Warrant in any manner which interferes with the timely exercise of a Warrant. (d) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent). The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect of a fractional share of Common Stock or fractional Warrant upon such exercise. The Warrants may be exercised in whole or in part, provided that any exercise in accordance with Section 3.05 hereof. (e) All shares of Common Stock issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial Owner and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which part shall be immediately delivered by the Company upon each such issuance)for a whole number of Warrants.

Delivery of Common Stock. Upon satisfaction of the requirements set forth in Section 4.1, the Warrant Agent shall requisition from the Company’s Common Stock transfer agent (athe “Transfer Agent”) In connection with for issuance and delivery to or upon the delivery written order of the holder of such Warrant or Warrants and in such name or names as such holder may designate, the share or shares of Common Stock to a Beneficial Owner pursuant issuable upon the exercise of the Warrant or Warrants. Subject to Section 3.03(b) or 4.5 and Section 3.03(c)6, upon receipt thereof, the Company shall, as the case may bepromptly as practicable, the Warrant Agent shall: (1) promptly deposit and in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (2) provided that the Company has delivered sufficient cash any event within three Business Days thereafter, cause to the Warrant Agent pursuant to Section 3.08(b), on the Settlement Date deliver Cash be issued to such Beneficial Owner in respect holder the aggregate number of any fractional whole shares of Common Stock or fractional Warrants, as provided in Section 3.05; (3) promptly cancel issuable upon such exercise and destroy the applicable Global Warrant Certificate if all Warrants represented thereby deliver to such holder written confirmation that such shares have been exercised in full duly issued and deliver a certificate recorded on the books of destruction to the Company, unless the Company shall otherwise direct in writing; and (4) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number as hereinafter provided. Shares of Warrants on Schedule A of such Global Warrant Certificate. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, Common Stock will be issuable in book-entry form only unless at the transfer agent or through time the Depository, the Company is issuing shares of Common Stock due in connection with certificated form, in which case such exercise for holder shall have the benefit and right to obtain shares in certificated form. The shares of Common Stock so issued shall be registered in the name of the Person Warrant holder or such other name as shall be designated in the Form of Election to Purchase delivered by the Beneficial Owner submitting the applicable Exercise NoticeWarrant holder. The Subject to Section 4.5, such shares shall be deemed to have been issued and any Person on whose behalf and in whose name any shares of Common Stock are registered so designated to be named therein shall for all purposes be deemed to have become the holder of record of such share or shares of Common Stock as of the Close Trading Day on which all of Business on the applicable Exercise Date. (c) Each Person requirements set forth in whose name Section 4.1 are satisfied. Notwithstanding any other provision of this Warrant Agreement, the Company shall not be required to recognize the exercise of any Warrant acquired in violation of this Warrant Agreement or deliver shares of Common Stock are issued shall for all purposes be deemed to have become the holder of record of such shares as of the Exercise Date or, in the case of a Warrant subject to Full Physical Settlement only, the date of payment by the Beneficial Owner of the Exercise Price in accordance with Section 3.03(b), if laterupon such exercise. The Company shall not close its books against the Transfer of a Warrant or any share of Common Stock issued or issuable upon the exercise of a Warrant in any manner which interferes with the timely exercise of a Warrant. (d) Promptly after provide to the Warrant Agent shall have taken an order of the action required by this Section 3.04 (or at such later time as may be mutually agreeable to United States Bankruptcy Court for the Company District of Delaware confirming the Plan, which approves the issuance of the Warrants and which provides that the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent). The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect of a fractional share of Common Stock or fractional Warrant upon such exercise in accordance with Section 3.05 hereof. (e) All shares of Common Stock issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer being issued under the Charter or any agreement between a Beneficial Owner and the Company and Plan are exempt from registration under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect including the Securities Act pursuant to section 1145(a) of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein)Bankruptcy Code. The Company shall take all such actions as Warrants may be necessary to ensure exercised in whole or in part, provided that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which exercise in part shall be immediately delivered by the Company upon each such issuance)for a whole number of Warrants.

Delivery of Common Stock. (a) Subject to the terms of the Plan and except as otherwise elected by the Director in accordance with paragraph (b) of this section, if the RSUs awarded by this Agreement become vested, the Company shall promptly distribute to Director the number of shares of Common Stock equal to the number of the RSUs that so vested; provided that to the extent required by Section 409A, delivery of shares of Common Stock upon a Participant’s “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) (after giving effect to the presumptions contained therein) shall be deferred until the six month anniversary of such separation from service. In connection with the delivery of the shares of Common Stock to a Beneficial Owner pursuant to Section 3.03(b) or Section 3.03(c), as the case may bethis Agreement, the Warrant Agent shall: (1) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (2) provided that Participant agrees to execute any documents reasonably requested by the Company has delivered sufficient cash and provide therein customary representations and warranties related to the Warrant Agent pursuant to Section 3.08(b), on the Settlement Date deliver Cash to receipt of such Beneficial Owner in respect of any fractional shares of Common Stock or fractional Warrants, as provided in Section 3.05; (3) promptly cancel and destroy the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; and (4) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant CertificateStock. (b) With respect The Director may elect to each properly exercised Warrant in accordance with this Warrant Agreementdefer delivery of shares of Common Stock otherwise deliverable under Section 4(a) beyond the dates such shares of Common Stock are otherwise deliverable pursuant to Section 4(a) under the rules and procedures established separately by the Company. Under Section 409A, the Company election to defer under this section 4(b) must be made in the calendar year prior to the year in which services related to those RSU’s are first performed (i.e., the calendar year prior to the calendar year containing the Grant Date). If so elected, the Administrator shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depository, distribute the shares of Common Stock due in connection accordance with such exercise for election. Notwithstanding anything to the benefit contrary in this Agreement, shares of Common Stock will not be delivered and in the name of Director will not have any rights as a stockholder until the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any shares of Common Stock are registered shall delivered to the Director, except that vested shares will be eligible for all purposes be deemed dividends during the deferral period. Notwithstanding the Director’s election to have become the holder defer delivery of record of such shares of Common Stock as of the Close of Business on the applicable Exercise Date. (c) Each Person in whose name any shares of Common Stock are issued shall for all purposes be deemed to have become the holder of record of such shares as of the Exercise Date or, in the case of a Warrant subject to Full Physical Settlement onlyshares, the date Company is not obligated to grant an award of payment by the Beneficial Owner of the Exercise Price in accordance with Section 3.03(b), if later. The Company shall not close its books against the Transfer of a Warrant or any share of Common Stock issued or issuable upon the exercise of a Warrant restricted stock units in any manner which interferes with the timely exercise of a Warrant. (d) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (future year or at such later time as may be mutually agreeable in any given amount to the Company and the Warrant Agent), the Warrant Agent shall account opportunity to elect delivery of shares does not create an expectation that the Company with respect to may grant an award of restricted stock units in any Warrants exercised (including, without limitation, with respect to future year or in any Exercise Price paid to the Warrant Agent). The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect of a fractional share of Common Stock or fractional Warrant upon such exercise in accordance with Section 3.05 hereofgiven amount. (e) All shares of Common Stock issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial Owner and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Delivery of Common Stock. (a) In connection with the delivery of shares of Common Stock to a Beneficial Owner an exercising Warrantholder pursuant to Section 3.03(b) or Section 3.03(c), as the case may be3.04, the Warrant Agent shall: (1i) examine the Exercise Notices and all other documents delivered to it by or on behalf of Warrantholders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the terms hereof; (ii) where an Exercise Notice or any other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the Person submitting the instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled, so that the Warrant may be properly exercised; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (iv) inform the Company of (A) the receipt of Exercise Notices and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (B) the number of shares of Common Stock underlying the Warrants which were exercised, (C) the instructions with respect to issuance of such shares of Common Stock, subject, in the case of exercise of a Global Warrant, to the timely receipt from the Depositary of the necessary information, (D) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving such shares of Common Stock upon exercise of the Warrants and (E) such other information as the Company shall reasonably require; and (x) if such shares of Common Stock are in book-entry form at the Depositary, the Company shall (or shall cause the transfer agent to) deliver such shares of Common Stock by electronic transfer to such Warrantholder’s account, or any other account as such Warrantholder may designate, at the Depositary or at an Agent Member, or (y) if such shares of Common Stock are not in book-entry form at the Depositary, the Company shall (or shall cause the transfer agent to) deliver to or upon the order of such Warrantholder a certificate or certificates, in each case for the number of full shares of Common Stock to which such Warrantholder is entitled, registered in such name or names as may be directed by such Warrantholder; (v) deliver cash, as has been provided to the Warrant Agent by the Company, to such Warrantholder in respect of any fractional shares, as provided in Section 3.06; (vi) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of any Warrants; (2) provided that the Company has delivered sufficient cash to the Warrant Agent pursuant to Section 3.08(b), on the Settlement Date deliver Cash to such Beneficial Owner in respect of any fractional shares of Common Stock or fractional Warrants, as provided in Section 3.05; (3) promptly cancel and destroy the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; and (4vii) if all the Number of Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease (A) in the Number case of Warrants on a Certificated Warrant, deliver a new Warrant Certificate or (B) in the case of a Global Warrant, make the appropriate adjustments in Schedule A of such Global Warrant, in each case, countersigned by the Warrant Agent, for the balance of the number of Warrants represented by the surrendered Global Warrant or Warrant Certificate; and (viii) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of shares of Common Stock issued and/or the amount of cash paid in lieu of any fractional share in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depository, the shares of Common Stock due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any shares of Common Stock are registered shall for all purposes be deemed to have become the holder of record of such shares of Common Stock as of the Close of Business on the applicable Exercise Date. (c) Each Person in whose name any shares of Common Stock are issued shall for all purposes be deemed to have become the holder of record of such shares as of the Close of Business on the Exercise Date orDate. However, in if any such date is a date when the case of a Warrant subject to Full Physical Settlement only, the date of payment by the Beneficial Owner stock transfer books of the Exercise Price in accordance with Section 3.03(b)Company are closed, if later. The Company such Person shall not close its be deemed to have become the holder of such shares at the Close of Business on the next succeeding date on which the stock transfer books against the Transfer of a Warrant or any share of Common Stock issued or issuable upon the exercise of a Warrant in any manner which interferes with the timely exercise of a Warrantare open. (dc) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 above (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent). The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect of a fractional share of Common Stock or fractional Warrant upon such exercise in accordance with Section 3.05 hereofexercised. (e) All shares of Common Stock issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial Owner and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Delivery of Common Stock. (aviii) In connection with the delivery of shares of Common Stock to a Beneficial Owner an exercising Warrantholder pursuant to Section 3.03(b) or Section 3.03(c), as the case may be‎Section 3.04, the Warrant Agent shall: (1i) promptly deposit examine the Exercise Notices and all other documents delivered to it by or on behalf of Warrantholders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the Funds Account all Funds received in payment of the applicable terms hereof; (ii) where an Exercise Price Notice or any other document appears on its face to have been improperly completed or executed or some other irregularity in connection with Full Physical Settlement the exercise of Warrantsthe Warrants exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the Person submitting the instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled, so that the Warrant may be properly exercised; (2iii) provided that inform the Company has delivered sufficient cash of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Notices received and delivery of Warrants to the Warrant Agent pursuant to Section 3.08(b)Agent’s account; (iv) inform the Company of (A) the receipt of Exercise Notices and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, on (B) the Settlement Date deliver Cash to such Beneficial Owner in respect number of any fractional shares of Common Stock underlying the Warrants which were exercised, (C) the instructions with respect to issuance of such shares of Common Stock, subject, in the case of exercise of a Global Warrant, to the timely receipt from the Depositary of the necessary information, (D) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving such shares of Common Stock upon exercise of the Warrants and (E) such other information as the Company shall reasonably require; and (x) if such shares of Common Stock are in book-entry form at the Depositary, the Company shall (or fractional Warrantsshall cause the transfer agent to) deliver such shares of Common Stock by electronic transfer to such Warrantholder’s account, or any other account as provided such Warrantholder may designate, at the Depositary or at an Agent Member, or (y) if such shares of Common Stock are not in Section 3.05book-entry form at the Depositary, the Company shall (or shall cause the transfer agent to) deliver to or upon the order of such Warrantholder a certificate or certificates, in each case for the number of full shares of Common Stock to which such Warrantholder is entitled, registered in such name or names as may be directed by such Warrantholder; (3) promptly cancel and destroy the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; and (4v) if all the Number of Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease (A) in the Number case of Warrants on a Definitive Warrant, deliver a new Warrant Certificate or (B) in the case of a Global Warrant, make the appropriate adjustments in Schedule A of such Global Warrant, in each case, countersigned by the Warrant Agent, for the balance of the number of Warrants represented by the surrendered Global Warrant or Warrant Certificate.; and (bvi) With respect provide to each properly exercised Warrant in accordance with this Warrant Agreementthe Company, upon the Company’s request, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depositorynumber of Warrants previously exercised, the number of shares of Common Stock due issued in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any shares of Common Stock are registered shall for all purposes be deemed to have become the holder of record of such shares of Common Stock as of the Close of Business on the applicable Exercise Date. (c) Each Person in whose name any shares of Common Stock are issued shall for all purposes be deemed to have become the holder of record of such shares as of the Exercise Date or, in the case of a Warrant subject to Full Physical Settlement only, the date of payment by the Beneficial Owner of the Exercise Price in accordance with Section 3.03(b), if later. The Company shall not close its books against the Transfer of a Warrant or any share of Common Stock issued or issuable upon the exercise of a Warrant in any manner which interferes with the timely exercise of a Warrant. (d) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company exercises and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent). The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect number of a fractional share of Common Stock or fractional Warrant upon such exercise in accordance with Section 3.05 hereofremaining outstanding Warrants. (e) All shares of Common Stock issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial Owner and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Delivery of Common Stock. Upon satisfaction of the requirements set forth in Section 4.1, the Warrant Agent shall requisition from the Company’s Common Stock transfer agent (athe “Transfer Agent”) In connection with for issuance and delivery to or upon the delivery written order of the holder of such Warrant or Warrants and in such name or names as such holder may designate, the share or shares of Common Stock to a Beneficial Owner pursuant issuable upon the exercise of the Warrant or Warrants. Subject to Section 3.03(b) or 4.5 and Section 3.03(c)6, upon receipt thereof, the Company shall, as the case may bepromptly as practicable, the Warrant Agent shall: (1) promptly deposit and in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (2) provided that the Company has delivered sufficient cash any event within three Business Days thereafter, cause to the Warrant Agent pursuant to Section 3.08(b), on the Settlement Date deliver Cash be issued to such Beneficial Owner in respect holder the aggregate number of any fractional whole shares of Common Stock or fractional Warrants, as provided in Section 3.05; (3) promptly cancel issuable upon such exercise and destroy the applicable Global Warrant Certificate if all Warrants represented thereby deliver to such holder written confirmation that such shares have been exercised in full duly issued and deliver a certificate recorded on the books of destruction to the Company, unless the Company shall otherwise direct in writing; and (4) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number as hereinafter provided. Shares of Warrants on Schedule A of such Global Warrant Certificate. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, Common Stock will be issuable in book-entry form only unless at the transfer agent or through time the Depository, the Company is issuing shares of Common Stock due in connection with certificated form, in which case such exercise for holder shall have the benefit and right to obtain shares in certificated form. The shares of Common Stock so issued shall be registered in the name of the Person Warrant holder or such other name as shall be designated in the Form of Election to Purchase delivered by the Beneficial Owner submitting the applicable Exercise NoticeWarrant holder. The Subject to Section 4.5, such shares shall be deemed to have been issued and any Person on whose behalf and in whose name any shares of Common Stock are registered so designated to be named therein shall for all purposes be deemed to have become the holder of record of such share or shares of Common Stock as of the Close Trading Day on which all of Business on the applicable Exercise Date. (c) Each Person requirements set forth in whose name Section 4.1 are satisfied. Notwithstanding any other provision of this Agreement, the Company shall not be required to recognize the exercise of any Warrant acquired in violation of this Agreement or deliver shares of Common Stock are issued shall for all purposes be deemed to have become the holder of record of such shares as of the Exercise Date or, in the case of a Warrant subject to Full Physical Settlement only, the date of payment by the Beneficial Owner of the Exercise Price in accordance with Section 3.03(b), if later. The Company shall not close its books against the Transfer of a Warrant or any share of Common Stock issued or issuable upon the exercise of a Warrant in any manner which interferes with the timely exercise of a Warrant. (d) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent). The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect of a fractional share of Common Stock or fractional Warrant upon such exercise. The Warrants may be exercised in whole or in part, provided that any exercise in accordance with Section 3.05 hereof. (e) All shares of Common Stock issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial Owner and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which part shall be immediately delivered by the Company upon each such issuance)for a whole number of Warrants.

Delivery of Common Stock. (a) In connection with the delivery of shares of Common Stock to a Beneficial Owner an exercising Warrantholder pursuant to Section 3.03(b) or Section 3.03(c), as the case may be3.04, the Warrant Agent shall: (1i) promptly deposit examine the Exercise Notices and all other documents delivered to it by or on behalf of Warrantholders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the Funds Account all Funds received in payment of the applicable terms hereof; (ii) where an Exercise Price Notice or any other document appears on its face to have been improperly completed or executed or some other irregularity in connection with Full Physical Settlement the exercise of Warrantsthe Warrants exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the Person submitting the instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled, so that the Warrant may be properly exercised; (2iii) provided that inform the Company has delivered sufficient cash of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Notices received and delivery of Warrants to the Warrant Agent pursuant to Section 3.08(b)Agent’s account; (iv) inform the Company of (A) the receipt of Exercise Notices and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, on (B) the Settlement Date deliver Cash to such Beneficial Owner in respect number of any fractional shares of Common Stock underlying the Warrants which were exercised, (C) the instructions with respect to issuance of such shares of Common Stock, subject, in the case of exercise of a Global Warrant, to the timely receipt from the Depositary of the necessary information, (D) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving such shares of Common Stock upon exercise of the Warrants and (E) such other information as the Company shall reasonably require; and (x) if such shares of Common Stock are in book-entry form at the Depositary, the Company shall (or fractional Warrantsshall cause the transfer agent to) deliver such shares of Common Stock by electronic transfer to such Warrantholder’s account, or any other account as provided such Warrantholder may designate, at the Depositary or at an Agent Member, or (y) if such shares of Common Stock are not in Section 3.05book-entry form at the Depositary, the Company shall (or shall cause the transfer agent to) deliver to or upon the order of such Warrantholder a certificate or certificates, in each case for the number of full shares of Common Stock to which such Warrantholder is entitled, registered in such name or names as may be directed by such Warrantholder; (3) promptly cancel and destroy the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; and (4v) if all the Number of Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease (A) in the Number case of Warrants on a Definitive Warrant, deliver a new Warrant Certificate or (B) in the case of a Global Warrant, make the appropriate adjustments in Schedule A of such Global Warrant, in each case, countersigned by the Warrant Agent, for the balance of the number of Warrants represented by the surrendered Global Warrant or Warrant Certificate; and (vi) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of shares of Common Stock issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depository, the shares of Common Stock due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any shares of Common Stock are registered shall for all purposes be deemed to have become the holder of record of such shares of Common Stock as of the Close of Business on the applicable Exercise Date. (c) Each Person in whose name any shares of Common Stock are issued shall for all purposes be deemed to have become the holder of record of such shares as of the Close of Business on the Exercise Date orDate. However, in if any such date is a date when the case of a Warrant subject to Full Physical Settlement only, the date of payment by the Beneficial Owner stock transfer books of the Exercise Price in accordance with Section 3.03(b)Company are closed, if later. The Company such Person shall not close its be deemed to have become the holder of such shares at the Close of Business on the next succeeding date on which the stock transfer books against the Transfer of a Warrant or any share of Common Stock issued or issuable upon the exercise of a Warrant in any manner which interferes with the timely exercise of a Warrantare open. (dc) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 above (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent). The Company shall reimburse the Warrant Agent for any amounts paid by the Warrant Agent in respect of a fractional share of Common Stock or fractional Warrant upon such exercise in accordance with Section 3.05 hereofexercised. (e) All shares of Common Stock issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial Owner and the Company and under applicable state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).